v2.0 Updated Oct 24, 2026 Previous versions
In plain words: Creating a market, What creators earn, Towns and Members only markets. Where a summary and this document differ, this document applies.
ULTRAMINT — MARKET CREATOR AGREEMENT
Operator: Vivaach SRL, Costa Rica
Version: v2.0 [DRAFT]
Effective date: [insert on publication]
Last updated: 24 October 2026
This Market Creator Agreement (this "Agreement") is a binding contract between you and Vivaach SRL (the "Platform"). By creating a market on the ULTRAMINT platform, you accept and agree to be bound by this Agreement, the ULTRAMINT Terms of Service, and all policies incorporated by reference into the Terms of Service, including the Acceptable Use and Prohibited Markets Policy, the Fee Schedule, the Market Rules and Resolution Policy (the "Market Rules"), and the Creator-resolved Markets: Buyer Disclaimer (the "Buyer Disclaimer").
This Agreement replaces the separate Market Creator Policy, whose obligations, sanctions, and intervention provisions are now set out in Part 3. Capitalized terms used but not defined in this Agreement have the meanings given in the Terms of Service. In the event of conflict between this Agreement and the Terms of Service, the Terms of Service control (Terms of Service §7.1).
Structure of this Agreement:
- Part 1 — Creator Standards, Eligibility, and Prohibited Categories (§§1–3)
- Part 2 — Creating a Market: Costs, Proceeds, and Limits (§§4–6)
- Part 3 — Good Faith, Sanctions and Platform Intervention (§§7–11)
- Part 4 — Termination and General Provisions (§§12–13)
- Schedule A — Members only Markets / Pure Creator Discretion (§§14–18)
PART 1 — CREATOR STANDARDS, ELIGIBILITY, AND PROHIBITED CATEGORIES
1. Creator Representations and Warranties of Eligibility
1.1 Legal Capacity
(a) You represent and warrant that you are a natural person of at least eighteen (18) years of age (or the age of majority in your jurisdiction of residence, if higher), and that you have the full legal capacity, right, and authority to enter into and be bound by this Agreement.
(b) If you are creating a market on behalf of an entity (including a corporation, partnership, trust, decentralized autonomous organization, or other legal or de facto entity), you represent and warrant that you have full authority to bind that entity, and "you" in this Agreement refers to both you individually and the entity on whose behalf you act. Both you and the entity are jointly and severally liable for all obligations under this Agreement.
1.2 Platform Eligibility
(a) You represent and warrant that you meet all eligibility requirements set forth in the Terms of Service (§4.1), including without limitation that:
(i) you are not a citizen, resident, or national of, and are not physically located or present in, any Restricted Jurisdiction as defined in the Terms of Service (§4.2) and the Prohibited Jurisdictions Policy, including the United States of America and its territories;
(ii) you are not a US person: you are not a United States citizen, United States resident, or otherwise subject to the jurisdiction of the United States, regardless of your current physical location;
(iii) you are not named on, owned or controlled by any person named on, or acting on behalf of any person named on, any sanctions list (including the OFAC Specially Designated Nationals and Blocked Persons List, the EU Consolidated Sanctions List, the UK Sanctions List, or any equivalent list) and you are not otherwise the target of any applicable economic or trade sanctions (Terms of Service §4.1(d)); and
(iv) your creation and resolution of markets on the Platform does not violate any law applicable to you, and any funds or assets you use on the Platform are lawfully owned by you and derived from legitimate sources.
1.3 No Blocked-Entity Agency
(a) You represent and warrant that you are not creating any market on the Platform on behalf of, for the benefit of, at the direction of, or in coordination with:
(i) any person or entity that is itself ineligible to use the Platform under the Terms of Service (§§4.1–4.2);
(ii) any person or entity that is the target of sanctions described in Section 1.2(a)(iii);
(iii) any person or entity located in, organized under the laws of, or operating from a Restricted Jurisdiction; or
(iv) any person or entity that has been suspended, terminated, or banned from the Platform.
(b) Creating a market as an agent, proxy, or front for an ineligible or sanctioned person or entity is a material breach of this Agreement and the Terms of Service, and constitutes fraudulent access under the Terms of Service (§4.4), regardless of your own eligibility.
1.4 No Manipulation Purpose
(a) You represent and warrant that you are not creating any market for the purpose of:
(i) market manipulation, including creating a false, misleading, or artificial appearance of activity, volume, liquidity, price, or market interest (Terms of Service §3.2);
(ii) wash trading or fictitious volume, including buying through multiple addresses, accounts, or entities under your ownership, control, or coordination to inflate a market's recorded volume or influence any volume-dependent economic term, such as the settlement fee rate, Market Promoter attribution, or creator-program qualification (Terms of Service §3.6);
(iii) sybil conduct, including creating, controlling, or using multiple accounts, wallets, identities, or personas to simulate independent participation, evade creation limits, or manipulate rewards (Terms of Service §3.7);
(iv) any other deceptive, manipulative, or fraudulent scheme, practice, or course of conduct prohibited by the Terms of Service (§3); or
(v) any purpose that is unlawful under any law applicable to you, or that is intended to facilitate, further, conceal, or benefit from any unlawful act, whether by you or by any other person.
(b) Your creation and resolution of markets are, and will remain, for lawful purposes only.
1.5 Accuracy of Information
(a) You represent and warrant that all identity information, contact information, account information, and any other information you have provided or will provide to the Platform (including your email address, any information provided during onboarding or in response to a Platform request, and any information submitted in connection with market creation) is accurate, current, and complete, and you agree to promptly update it if it becomes inaccurate or incomplete.
(b) Any material inaccuracy in these representations is an independent breach of this Agreement, entitling the Platform to the sanctions described in Section 10 and the Terms of Service (§§3.9, 4.6), and to seek damages arising from the misrepresentation.
1.6 Continuing Nature of Representations
(a) Each representation and warranty in this Section 1 is made when you accept this Agreement and is deemed repeated each time you create a market, resolve a market, or take any action on the Platform as a market creator.
(b) If any representation or warranty in this Section becomes untrue, you must immediately stop creating and resolving markets, notify the Platform, and comply with any directions the Platform gives.
2. Duty of Obvious and Unambiguous Market Design
2.1 Resolution Criteria Standards
(a) Before publishing any market, you shall draft resolution criteria that are:
(i) objective: stated in terms that do not depend on the subjective opinion of any single person (for a Members only market, where you are the Resolver, the criteria must still describe the factual question your determination addresses);
(ii) unambiguous: specific enough that a reasonable, informed person could determine from the criteria alone whether each possible outcome has or has not occurred;
(iii) time-bound: referencing a stated end date or a clearly defined triggering event after which resolution is expected; and
(iv) verifiable: capable of being evaluated against the market's source under the Market Rules or, for a Members only market, your determination.
(b) You bear sole responsibility for the quality, clarity, and enforceability of your resolution criteria. Criteria that lead to ambiguous outcomes, participant confusion, or unresolvable markets may lead to a market being refused at creation, parked for manual review, or voided under the Market Rules (§§7–8), and to sanctions under Section 10.
2.2 Prohibited Resolution Criteria
(a) You shall not publish a market with resolution criteria that are:
(i) inherently subjective to a degree that makes objective resolution impossible (for example, "Will this movie be good?" without a designated evaluator, scoring system, or verifiable metric);
(ii) open-ended as to time (for example, "Will X ever happen?" without a stated end date);
(iii) impossible to verify against any source the market may use or, for a Members only market, any identified evaluator, including criteria that depend on private knowledge, secret deliberations, or information that does not and cannot exist;
(iv) about an impossible, supernatural, or unverifiable outcome (an unlikely but possible event is permitted);
(v) self-referential or circular (for example, "Will this market resolve to YES?");
(vi) designed to guarantee a predetermined outcome regardless of real-world events, including criteria that are tautologically true or false or structured so that you control every variable; or
(vii) intentionally misleading: designed to create a false impression of what the market is about, to exploit an ambiguity for your financial benefit, or to produce a resolution that a reasonable participant would not expect from the market's stated question.
2.3 Time-Bound Requirement
(a) Every market must include a stated end date (a specific calendar date or a clearly defined triggering event) after which resolution is expected, within the timing limits in the Market Rules §2.
(b) Where the triggering event is uncertain in timing, the resolution criteria must include a backstop date by which the market resolves to a stated default outcome.
2.4 Sources and Routes
(a) A public market resolves through the UM Kernel against a source the Market Rules allow for its category. For an AI market you name no source; the UM Kernel checks at creation that ULTRAMINT's fixed feeds can resolve the question and refuses it otherwise (Market Rules §3).
(b) A Custom Source Market, for which you name the source, may be created only in a private Town. You acknowledge that its buyers are warned that a source you control can be used to fake the outcome, and that using a source you control to mislead them is a market-integrity violation under Section 8.
(c) A market you create as Members only in a Town is always creator-resolved by you (Schedule A).
2.5 Screening; No Pre-Approval by the Platform
(a) Every draft passes an automatic review before it can be minted. The Platform's review, including of Members only markets, is best-efforts and does not guarantee, verify, or editorially vouch for your resolution criteria or warrant detection of every deficiency. Screening does not alter your sole authority over a Members only market's resolution (Schedule A).
(b) Neither the Platform's review of your market, nor its acceptance for listing, nor the absence of any rejection, constitutes:
(i) a representation that your criteria are adequate, clear, unambiguous, or resolvable;
(ii) approval of your market's subject matter or of its compliance with this Agreement or the Acceptable Use and Prohibited Markets Policy; or
(iii) a waiver of the Platform's right to take any measure available to it under Section 9 or Section 10 at any later time.
(c) You bear sole responsibility for ensuring your market's resolution criteria comply with this Section 2, the Acceptable Use and Prohibited Markets Policy, and applicable law.
3. Expressly Prohibited Market Categories
3.1 Core Prohibitions
(a) You shall not create any market whose resolution criteria, underlying event, or subject matter falls within any of the following categories, regardless of market type, resolution route, or participant group:
(i) Violence, death, and criminal activity. Markets on the death or injury of any person, or that facilitate, solicit, incentivize, or are contingent upon assassination, terrorism, murder, kidnapping, assault, arson, or any other act of violence, or the commission of any crime under applicable law. This includes markets that would foreseeably create a financial incentive for any person to cause physical harm to another person, to property, or to public safety, whether or not the market refers to the harmful act.
(ii) Unlawful gaming and underage activities. Markets that constitute unlawful gambling under the laws of any jurisdiction applicable to the Platform, that are designed to facilitate participation by persons under the age of eighteen (18) or the applicable age of majority, or that replicate prohibited gambling structures (such as casino games, lotteries, or games of pure chance) under the guise of prediction-market criteria.
(iii) Private individuals; harassment and doxxing risk. Markets relating to the private conduct, personal life, health, intimate relationships, physical appearance, or location of any identified living individual who is not a public figure, where the market could reasonably be expected to facilitate harassment, doxxing, stalking, humiliation, or targeted abuse. A market on an identified private individual requires that the individual has voluntarily become its subject and has not objected to its creation.
(iv) Creator-controlled outcomes without disclosure. Markets on any event, outcome, or question that you can directly influence, control, or determine, where the purpose or effect is to profit from bringing about the outcome, unless the resolution criteria explicitly disclose and account for that influence (Section 8.3).
(v) Sensitive and ethically objectionable subject matter. Markets designed to profit from, trivialize, or create perverse incentives around human suffering, including natural-disaster mortality counts, military casualty figures, civilian death tolls, mass-casualty events, famine, epidemic or pandemic death projections, and child exploitation, human trafficking, or sexual abuse of any person.
3.2 Comprehensive Prohibited Categories by Reference
(a) Section 3.1 is a non-exhaustive subset of the prohibited categories. The complete list of prohibited and permitted market subject matter is the Acceptable Use and Prohibited Markets Policy, which is incorporated by reference into this Agreement and the Terms of Service.
(b) Your obligation to comply with that Policy is independent of, and in addition to, Section 3.1. A market outside every category in Section 3.1 may still be prohibited under it.
(c) The Platform may, in its sole discretion, determine that a market not expressly listed in Section 3.1 or that Policy violates the spirit of this Agreement, and take the measures available to it under Sections 9 and 10.
3.3 Creator Responsibility and Enforcement
(a) You bear sole responsibility for ensuring that every market you create complies with Section 3.1, the Acceptable Use and Prohibited Markets Policy, and applicable law.
(b) Screening applies to both public and Members only markets. It is not an endorsement or a guarantee that every prohibition is detected, and it gives the Platform no on-chain override of a Members only market.
(c) A platform-resolved market created in violation of this Section may be voided by the Platform before its result is final (Market Rules §8). For any market, including a Members only market, you are subject to the sanctions in Section 10 and the Terms of Service (§3.9), including fee forfeiture, account termination, clawback-as-debt, and reporting to relevant authorities.
PART 2 — CREATING A MARKET: COSTS, PROCEEDS, AND LIMITS
4. Seed, Resolution Prepayment, and Seed Funders
4.1 What You Post
(a) Every market you create opens with a seed, and a platform-resolved market also carries a resolution prepayment. The amounts, and which part of the prepayment is refundable, are set out in the Fee Schedule §7 and are shown in the creation flow before you sign. A Members only market carries no resolution prepayment.
(b) Your seed is capital at risk. It is refunded at settlement only after every winner is paid in full, so on a lopsided book it can be lost in part or in full; it can also be reduced by a yield-vault shortfall (Fee Schedule §4, §9). The Platform does not guarantee the return of any part of your seed.
4.2 Seed-Funded Markets
(a) A third party, or the Platform, may fund your seed and resolution prepayment. That person is the market's seed funder, and the market is a seed-funded market.
(b) In a seed-funded market, the refunded seed and any refunded prepayment go back to the seed funder, and any seed-funder reward is paid from the market treasury's share, never from your creator pool, as set out in the Fee Schedule §8. Accepting a seed funder does not reduce your creator proceeds.
(c) You shall not arrange for a seed funder to be you, a Related Person, or anyone acting in concert with you in order to obtain a seed-funder reward or a Platform-funded seed (Section 8.1).
5. Creator Proceeds
5.1 What You Earn
(a) For each market you create that settles with a house take, you are entitled to the market's creator pool, less what is owed to Market Promoters ("Creator Proceeds"). The creator pool is made up of:
(i) the market's fee share of its fee pot (the settlement fees retained by the market); and
(ii) the market's residual creator share of the rest of its house take, including the spread,
in each case as set out in the Fee Schedule §4, after every winner has been paid and the seed refunded.
(b) Market Promoters are paid from the creator pool. Anyone whose promoter link brings buys into your market is paid from the creator pool in proportion to the volume they brought, up to the market's Market Promoter cap (Fee Schedule §5). You do not approve or select Market Promoters. A market with no Market Promoters pays you the creator pool in full.
(c) The settlement fee is not a Platform charge. It is retained by the market and paid to the creator pool by the fee share. The Platform's share comes only from what reaches the market's treasury.
5.2 Shares Fixed at Creation
(a) The fee share, the residual creator share, and the Market Promoter cap are set for each market by Platform policy, shown to you in the creation flow before you mint, and fixed in the market's contract when it is created.
(b) Once the market is created, the Platform cannot vary, increase, decrease, or override those shares or the market's settlement fee curve. The Platform may change its defaults for markets created afterwards.
(c) The Protocol Contracts compute and route Creator Proceeds during a resolver-authorized sweep after settlement. The Platform does not calculate them by hand.
5.3 When Proceeds Arise
(a) Creator Proceeds are determined only when the Protocol Contracts sweep a settled market. No entitlement arises upon creation or publication of a market, upon positions being taken, during the pendency of an unsettled market, or upon a void.
(b) A market can settle with no house take, for example where a lopsided book uses up the seed and leaves nothing to divide. In that case there are no Creator Proceeds.
5.4 Routing
(a) Creator Proceeds are distributed on-chain to your creator address during the sweep. In a seed-funded market, amounts may be routed through the market's on-chain payout contract, which applies the seed-funding terms shown to the seed funder before funding; it cannot reduce your Creator Proceeds to pay a seed-funder reward.
(b) A relayer may submit a valid signed sweep authorization, but cannot change the recipients or amounts computed by the Protocol Contracts. The Platform does not take custody of Creator Proceeds.
5.5 Towns
A Partner Town revenue split is paid from the market treasury's share, not from the creator pool (Fee Schedule §6). Creating a market in a Town does not reduce your Creator Proceeds.
5.6 Linked Accounts and Self-Dealing
(a) An account linked to you (as described in the Rewards Terms) earns nothing on your markets: no Mint Points, no Season progress, no creator-program qualification, and no Town-ladder volume. You cannot be the Market Promoter of your own buys.
(b) Volume you, a Related Person, or a linked account bring to your own market does not count toward creator-program qualification and may be treated as wash trading under Section 1.4.
5.7 Conditional Entitlement
(a) Your entitlement to receive and retain Creator Proceeds is contingent on your full and continuing compliance with this Agreement and the Terms of Service and, for a Members only market, on your honest, good-faith resolution of it under Section 7.
(b) Non-compliance triggers the withholding, forfeiture, and clawback provisions of Section 10. Creator Proceeds are a conditional entitlement, not a vested right, and the Platform's determination that you have breached an applicable obligation is sufficient to trigger those consequences.
5.8 Finality of On-Chain Distributions
(a) Once the Protocol Contracts distribute Creator Proceeds, the distribution is final on-chain: the Protocol Contracts have no function to reverse, claw back, or redirect it.
(b) Your contractual entitlement to retain those proceeds remains subject to the clawback-as-debt provisions of Section 10.4. No settlement fee is refundable to participants on a settled market (Terms of Service §6.3).
5.9 No Proceeds on Void
Where a market is voided for any reason: no settlement fee is charged; no Creator Proceeds or Market Promoter payments arise, because a void produces no house take; refunds are made to participants as set out in the Fee Schedule §10; and you have no claim against the Platform for Creator Proceeds, lost revenue, lost opportunity, or any other amount in respect of a voided market, regardless of the reason for the void.
6. Creation Limits and the Creator Program
6.1 Creation Limits
(a) The Platform applies Platform-wide limits on how many markets one account may have active at a time and may create per day. The creation flow tells you when you reach a limit. The Platform may change these limits at any time and is not obliged to publish them.
(b) You shall not use multiple accounts, Related Persons, or any other means to evade a creation limit (Section 1.4(a)(iii)).
6.2 The Creator Program
(a) The Platform may approve a creator whose resolved (not voided) markets draw enough volume and enough traders from outside their own accounts for Platform-funded seeds under its creator program, as described in the Fee Schedule §8. The Platform sets the qualifying thresholds, credits, seed sizes, horizons, and budget, and approves creators at its discretion.
(b) A Platform-funded seed makes the Platform the seed funder of that market (Section 4.2). Approval is not a right, can be withdrawn, and creates no entitlement to any number of credits or to the program's continuation.
PART 3 — GOOD FAITH, SANCTIONS AND PLATFORM INTERVENTION
7. Obligation to Resolve in Good Faith
7.1 Good-Faith Resolution Commitment
(a) Where you resolve a market (every Members only market you create), you are contractually obligated to resolve it:
(i) with integrity: exercising honest, good-faith judgment consistent with the Platform's market-integrity standards, without subordinating the accuracy of the resolution to any personal interest, including any position you hold in the market;
(ii) accurately: in accordance with the real-world outcome as it actually occurred, to the best of your knowledge and information;
(iii) in strict accordance with the market's stated resolution criteria: resolving to the outcome that the criteria, properly applied, indicate; and
(iv) on time: within the reporting period set out in the Market Rules §3.5 (Terms of Service §3.4(c)).
(b) You shall not: (i) resolve a market other than in good faith and in accordance with its stated resolution criteria and the real-world outcome; (ii) knowingly resolve a market to a false or fabricated outcome, or otherwise dishonestly, in order to benefit a position held by you or any Related Person; (iii) void a market, or stop trading on it, in order to benefit such a position; or (iv) take any action to manipulate, procure, or distort the underlying real-world event or its reporting (Terms of Service §3.4(d)).
(c) Conduct in violation of this Section is a market-integrity violation subject to investigation and enforcement under Section 10 and the Terms of Service (§3.9). Missing the reporting period does not void or resolve the market, and does not let the Platform or anyone else resolve or void it (Schedule A); it is a breach of your obligations to the Platform.
7.2 Conflict of Interest; Permitted Positions with Disclosure
(a) Under the Terms of Service (§3.4(a)), you may hold a position in a Members only market you resolve. Holding a position does not, by itself, violate this Agreement.
(b) Every Members only market displays the following disclosure on the market before any participant takes a position (Terms of Service §3.4(b)), and you agree that it will:
"This market is resolved by its creator, who may hold a position."
(c) The disclosure does not relieve you of your obligation to resolve with integrity, accurately, and in strict accordance with the stated resolution criteria. It addresses participants' informed consent to the conflict; it does not authorize you to resolve dishonestly, inaccurately, or in bad faith.
(d) Where you hold a position in a market you resolve, and resolve in a manner that benefits it, the Platform may, but is not obliged to, investigate whether your resolution was consistent with Section 7.1. Participants' awareness of the conflict does not preclude enforcement under Section 10.
7.3 Obligations Owed to the Platform Only
(a) The obligations in this Part 3 are owed solely to Vivaach SRL as contractual obligations protecting the Platform's market-integrity standards. They do not create, and shall not be construed to create, any duty, obligation, warranty, or right of action running to any participant, buyer, or third party, whether as a third-party beneficiary, in tort, or on any other basis.
(b) That compliance may incidentally benefit participants does not convert these obligations into participant-facing obligations or create participant standing to enforce them (Buyer Disclaimer §§4.1–4.2).
8. Controlled Wallets, Insider Knowledge, and Self-Influenced Markets
8.1 Undisclosed Controlled-Wallet Positions
(a) Definition. A "Controlled Wallet" is any wallet, address, or account that you own, control, or have signing authority over, or that is owned or controlled by any person acting at your direction, on your behalf, or in coordination with you, including a family member, household member, business partner, employee, agent, or any entity you control (each a "Related Person").
(b) Prohibition. You shall not, directly or through any Related Person, take any position in a market you create through any Controlled Wallet unless that position, including its outcome and the wallet address through which it is held, is disclosed to the Platform before the market resolves.
(c) Representation at resolution. By resolving a Members only market, you represent and warrant that all positions held in it by you or any Related Person through any Controlled Wallet have been disclosed to the Platform, and that no undisclosed Controlled Wallet holds a position in it. This is a material term; a breach of it is grounds for every sanction in Section 10.
(d) Presumption. Where on-chain analysis, behavioral patterns, or other evidence available to the Platform indicates that wallets holding positions in your market are under common control corresponding to you or a Related Person, the Platform may treat them as Controlled Wallets and impose sanctions accordingly. That determination is administrative and contractual (Terms of Service §3.9(d)).
8.2 Insider Knowledge and Coordinated Positions
(a) You shall not trade on your knowledge of how you intend to resolve a market, or on any other Material Non-Public Information (Terms of Service §3.3) regarding its resolution. Your resolution intent is MNPI; trading on it, directly or through any Related Person, is prohibited.
(b) You shall not coordinate, arrange, or facilitate undisclosed position-taking by any Related Person or any other person acting at your direction or in concert with you in any market you create (Terms of Service §§3.2, 3.7).
(c) For the avoidance of doubt, holding a disclosed position in your own Members only market is permitted. "Self-dealing" in this Agreement means using your role as creator or resolver (through undisclosed positions, insider knowledge of your resolution intent, or coordinated conduct) to obtain value at the expense of the market's integrity.
8.3 Self-Influenced Markets
(a) You shall not create a market on any event, outcome, or question that you can directly influence, control, or determine through your own conduct, decision, or authority, where the purpose or effect is to profit from bringing about the outcome, unless the market's resolution criteria explicitly disclose and account for that influence.
(b) Without limitation, the following are prohibited: (i) a market on an action you will personally take (for example, "Will I launch product X by date Y?") without disclosing your control over the outcome; (ii) a market on a decision within your professional authority (such as a hiring decision, a procurement choice, or a policy determination) combined with a position whose profitability depends on how you exercise it; and (iii) a market on an event you can cause, prevent, or materially influence, combined with trading on your private knowledge of whether you will.
(c) Where the resolution criteria explicitly disclose and account for your influence (for example, a commitment market: "Will I complete X by Y? Creator has control over the outcome."), subsection (a) does not apply, provided the disclosure is prominent, specific, and made before any participant takes a position (Terms of Service §3.8).
(d) These prohibitions are in addition to the general anti-sybil and self-influenced-outcome provisions of the Terms of Service (§§3.7, 3.8).
9. Platform Intervention
9.1 Discretionary Authority
(a) Vivaach SRL may exercise any power described in this Section in connection with any market you create, at any time before the market reaches a terminal state (settlement or void), in its sole and unreviewable discretion, without prior notice and without liability.
(b) This authority is a right, not a duty (Terms of Service §2.6). The Platform has no obligation to monitor any market or your conduct, to detect any misconduct, to intervene, or to protect any participant, creator, or third party from loss, and does not guarantee that it will detect, prevent, or remedy any violation, exploit, or error.
(c) No exercise or non-exercise of any power creates a precedent, custom, or expectation as to its exercise in any other instance. A decision not to intervene does not constitute approval of your conduct or a waiver of any right to intervene or seek remedies later.
9.2 Measures on Platform-Resolved Markets
On a platform-resolved market you create, the Platform may use the levers listed in the Market Rules §9, including to:
(a) pause buys (reversibly) or stop trading, which closes the market early; a stopped market resolves and pays out exactly as one that closed at its original time;
(b) hide the market from discovery;
(c) resolve or void it if the UM Kernel parks it for review, and rule on challenges to its Proposed Result; and
(d) void it before its result is final, in the cases listed in the Market Rules §8.
9.3 Members Only Markets
On a Members only market you create, the Platform has none of the levers in Section 9.2. It cannot resolve, void, pause, or stop trading on the market, or change its result; only you can report its result, void it, or stop trading on it. The Platform's measures in respect of a Members only market are limited to those in Section 9.4 and the sanctions in Section 10, all of which act on accounts and on the Platform's own services, not on the market.
9.4 Account-Level and Off-Chain Measures (All Markets)
For any market you create, the Platform may at any time (Terms of Service §2.6(f)):
(a) suspend, restrict, or modify the Interface;
(b) decline to relay a transaction through the Relay Service, or freeze buys, claims, market creation, resolution (including challenges), or relays by scope;
(c) restrict your account or your access to any Platform feature; and
(d) withhold or forfeit your Creator Proceeds under Section 10.
Off-chain measures do not stop the Protocol Contracts, which continue to operate on the Blockchain, and declining to relay does not prevent anyone from acting on the Protocol Contracts directly.
9.5 What the Platform Cannot Do
(a) No change of terms. The Platform cannot change a market's economic terms after it is created (Section 5.2).
(b) No override of a settled market. Once a market has settled, no person, including the Platform, can change, reverse, override, or re-settle its outcome. The resolution function rejects any second call (Terms of Service §2.6(d)).
(c) No substitution of a creator resolver. The resolver of a Members only market is fixed in its contract at creation and cannot be changed, substituted, reassigned, or overridden by the Platform or anyone else (Terms of Service §§2.1, 3.4(c)).
(d) No taking of funds. The Platform cannot take funds from a market or change who a settled market pays.
9.6 Yield-Vault Caveat
(a) Where a market's collateral has been deployed to a yield vault, the collateral must be recovered from the vault before the market can settle or be voided, including by you on a Members only market.
(b) If the vault is frozen, illiquid, exploited, or otherwise unable to return the collateral, settlement, voids, and refunds are blocked until recovery succeeds, and the Platform has no power to override this (Terms of Service §2.6(g)). You accept this risk as a creator, and the Platform bears no liability for any delay attributable to it.
9.7 Intervention Triggers
The Platform may exercise any power under this Section on any ground it considers sufficient, including without limitation: bad-faith, fraudulent, or dishonest resolution, or reasonable suspicion of it; collusion, wash trading, sybil conduct, or coordinated manipulation; ambiguous, defective, or unresolvable resolution criteria; a regulatory command, court order, subpoena, or legal process (Terms of Service §6.2); conduct threatening platform integrity, participant welfare, or the Platform's legal or reputational position; violation of the Acceptable Use and Prohibited Markets Policy; or any other circumstance in which the Platform determines that intervention is warranted.
9.8 No Liability for Intervention or Non-Intervention
(a) The Platform bears no liability to you for exercising, declining to exercise, or delaying the exercise of any power under this Section or the Terms of Service.
(b) You irrevocably waive all claims against the Platform and the Indemnified Parties (Section 11.1) for lost Creator Proceeds or revenue attributable to a voided, stopped, paused, hidden, or otherwise affected market; reputational harm or loss of creator privileges; any indirect, incidental, special, consequential, or punitive damages; and any other loss arising from the Platform's exercise of, or failure to exercise, any power under this Section, whether in contract, tort (including negligence), strict liability, or any other theory.
(c) Any measure the Platform takes in respect of a market is an administrative and platform-integrity measure. It is not an act of adjudication or dispute resolution, not a determination that any participant's claim is valid, not an acknowledgment that you breached this Agreement, and not a waiver of any further sanction under Section 10.
10. Sanctions, Fee Withholding, Forfeiture, and Clawback
10.1 Sanctions Authority
The Platform may, in its sole discretion, impose any one or more of the following sanctions where it determines that creator misconduct has occurred, including any violation of this Agreement or the Terms of Service (§§3.4, 3.9), or any conduct it determines threatens platform integrity:
(a) withhold any unpaid Creator Proceeds associated with the affected market or any other market you have created;
(b) forfeit unpaid Creator Proceeds permanently;
(c) set off amounts you owe the Platform against Creator Proceeds, balances, distributions, or rewards you hold or later acquire on the Platform (Terms of Service §3.9(f));
(d) suspend or permanently revoke your market creation privileges, or your creator-program approval;
(e) suspend, restrict, or terminate your account and access to the Platform;
(f) on a platform-resolved market, use the measures in Section 9.2; and
(g) take any other enforcement action described in the Terms of Service (§3.9).
10.2 Withholding of Unpaid Proceeds
(a) The Platform may, without prior notice, withhold any Creator Proceeds not yet distributed by the Protocol Contracts (including, where it is able to, by declining to relay a sweep) for any market in respect of which:
(i) the Platform has identified or reasonably suspects misconduct or a breach of this Agreement or the Terms of Service;
(ii) an investigation or inquiry is pending under the Terms of Service (§3.9) or this Part 3;
(iii) the Platform has received a legal or regulatory request, order, subpoena, or directive relating to the market or your conduct; or
(iv) the Platform otherwise determines that withholding is necessary to protect platform integrity.
(b) Withholding may extend to any or all markets you have created where the Platform reasonably determines that the suspected misconduct affects or may affect more than one.
10.3 Clawback Triggers
(a) The Platform may claw back Creator Proceeds already distributed to your Wallet upon determining that any of the following has occurred:
(i) bad-faith or fraudulent resolution, in breach of Section 7;
(ii) abandonment: you did not report a Members only market within the reporting period, leaving its participants' funds committed;
(iii) prohibited market content, in breach of Section 3 or the Acceptable Use and Prohibited Markets Policy;
(iv) market-integrity violations, including collusion, wash trading, sybil conduct, undisclosed Controlled-Wallet positions, insider-knowledge trading, or coordinated schemes, in breach of Section 8 or the Terms of Service (§§3.2–3.4, 3.6, 3.7);
(v) self-influenced outcomes, without the disclosure required by Section 8.3; or
(vi) any other material violation of this Agreement, the Terms of Service, the Acceptable Use and Prohibited Markets Policy, or applicable law.
(b) The Platform's determination under this Section is administrative and contractual, does not require proof to any criminal or civil evidentiary standard, and is final as between you and the Platform, subject to the dispute-resolution provisions of the Terms of Service (§6) (Terms of Service §3.9(d)).
10.4 On-Chain Limits and Debt Recovery
(a) The Protocol Contracts have no function by which the Platform can seize, reverse, redirect, or freeze funds already distributed on-chain to your Wallet.
(b) Where the Platform determines that clawback of distributed Creator Proceeds is warranted:
(i) Debt. Any Creator Proceeds obtained through, derived from, or attributable to a breach are a debt immediately due and payable by you to the Platform (Terms of Service §3.9(f)).
(ii) Set-off. The Platform may recover that debt by set-off against any balance, position, distribution, Creator Proceeds, reward, or other amount you now hold or later acquire on the Platform.
(iii) Legal or arbitral action. The Platform may pursue the debt by legal or arbitral action under the Terms of Service (§6), together with interest at the maximum rate permitted by applicable law from the date you received the proceeds, and the reasonable costs of recovery, including attorneys' fees and costs of investigation.
(iv) Survival. This obligation survives the termination of your account and of this Agreement and the Terms of Service.
10.5 Enforcement Limitations
(a) No staking collateral, bond, or deposit mechanism for creators exists on the Platform at this time (your seed is market capital, not a bond). Sanctions for creator misconduct are therefore limited to withholding, forfeiture, set-off, clawback-as-debt, account-level restrictions, access revocation, the measures in Section 9, and the off-chain measures in the Terms of Service (§2.6(f)).
(b) This does not limit the Platform's right to pursue any additional remedy available under applicable law, including civil action for damages and equitable relief; to report your conduct under Section 10.7; or to introduce staking, bonding, or collateral mechanisms in future, which would apply only to markets created after they are introduced and would be described in an amendment to this Agreement.
10.6 Procedure and Non-Waiver
(a) Sanctions may be applied independently or in combination, in any order, and without prior notice where the Platform determines that immediate action is necessary to protect platform integrity, participants, or its legal position. Where immediate action is not required, the Platform may, but need not, give you notice and an opportunity to respond; doing so once creates no right to notice in future.
(b) The Platform's failure or delay in exercising any right under this Part 3 is not a waiver. All rights and remedies are cumulative with those available at law, in equity, or under the Terms of Service (§3.11).
(c) Sanctions do not affect the finality of any result or the irreversibility of on-chain settlement. Where a market has settled before a sanction is imposed, the settlement stands.
10.7 Reporting to Authorities
The Platform may report your conduct to relevant regulatory, law-enforcement, and governmental authorities, without prior notice and without liability to you (Terms of Service §3.10), where reporting is required by applicable law, where the Platform has received a lawful request, order, subpoena, or directive from a competent authority, or where the Platform determines that reporting is appropriate in light of the nature and severity of the conduct, the risk to participants or the public, or its legal or regulatory obligations.
11. Creator Indemnification and Hold Harmless
11.1 Indemnified Parties
"Indemnified Parties" means Vivaach SRL, its affiliates, and their respective officers, directors, employees, contractors, agents, successors, and assigns.
11.2 Scope of Indemnification
You agree to fully indemnify, defend, and hold harmless the Indemnified Parties from and against all claims, demands, disputes, actions, investigations, proceedings, losses, liabilities, damages, judgments, settlements, fines, penalties, sanctions, taxes, costs, and expenses (including reasonable attorneys' fees, expert fees, and costs of investigation and litigation) arising out of or relating to:
(a) the market rules, resolution criteria, source, or structure of any market you create, including any allegation that they are ambiguous, unfair, misleading, deceptive, or unresolvable;
(b) your resolution, void, or stopping of trading in any Members only market, including any allegation that you acted erroneously, dishonestly, in bad faith, in violation of the stated resolution criteria, or to benefit your own position;
(c) your failure to report within the reporting period, and any consequence of it, including to participants whose funds remain committed;
(d) any misrepresentation by you in connection with market creation, resolution, or your eligibility, including about the underlying event, your qualifications, your relationship to the event, or your interest in the outcome;
(e) any allegation by a participant that you resolved in bad faith, with bias, or to benefit your own position, regardless of whether the allegation is substantiated;
(f) any regulatory inquiry, investigation, enforcement action, fine, penalty, or sanction arising from a market you created or resolved, or from your conduct in connection with any market;
(g) any class action, collective action, or representative proceeding against any Indemnified Party in connection with a market you created or resolved, including one filed notwithstanding the class-action waiver in the Terms of Service (§6.7), to the full extent of the Indemnified Parties' defense costs, attorneys' fees, and any liability imposed;
(h) your violation of any provision of this Agreement, the Terms of Service, the Acceptable Use and Prohibited Markets Policy, or applicable law; and
(i) any third-party claim arising from the underlying event or outcome of a market you created, including claims by persons who are not participants on the Platform.
11.3 Survival
(a) This obligation survives the suspension or termination of your account, the end of your relationship with the Platform, the termination of this Agreement and the Terms of Service, and the settlement or voiding of any affected market.
(b) It applies whether or not the Platform exercised any power under Section 9. The Platform's decision not to intervene does not relieve you of it, does not constitute approval of your conduct, does not shift any obligation, liability, or risk from you to the Platform, and does not estop the Indemnified Parties from seeking indemnification.
11.4 Control of Defense
(a) Vivaach SRL may, at your expense, assume exclusive control of the defense and settlement of any matter subject to indemnification, including selection of counsel, litigation strategy, and all decisions on settlement or appeal, and may do so at any time, even if you have been conducting the defense. You agree to cooperate fully, including by providing documents, information, and testimony as reasonably requested.
(b) You may not settle any claim subject to indemnification (or consent to any judgment, order, or decree, or agree to any relief) that imposes any obligation, restriction, injunction, or liability on any Indemnified Party, or that contains any admission or finding adverse to any Indemnified Party, without Vivaach SRL's prior written consent.
11.5 Service of Process, Jurisdiction, and Pseudonymity
(a) Service of process. You irrevocably consent to service of process in any legal or arbitral proceeding arising under this Agreement, the Terms of Service, or applicable law at the email address registered to your account. Service by email to that address, with a copy by international courier to any physical address you have provided, is valid and effective service for all purposes.
(b) Jurisdiction. You irrevocably submit to the jurisdiction of the arbitral tribunal and courts specified in the Terms of Service (§6) for any proceeding arising under this Agreement or the Terms of Service, and waive any objection to jurisdiction, venue, or forum non conveniens.
(c) Waiver of pseudonymity defense. Your acceptance of this Agreement is binding notwithstanding the pseudonymous nature of blockchain transactions. You waive any defense based on the pseudonymity, anonymity, or unverifiability of your on-chain identity, wallet address, or blockchain activity in any proceeding to enforce this Agreement or the Terms of Service.
11.6 Relationship to Other Obligations
This obligation is in addition to, and does not limit, any other indemnification, contribution, or defense obligation you owe under the Terms of Service (including §4.7), applicable law, or any other agreement with Vivaach SRL, and does not limit the Platform's right to seek direct recovery from you under the Terms of Service (§3.9), including its costs of investigation and enforcement and any losses caused to it.
PART 4 — TERMINATION AND GENERAL PROVISIONS
12. Termination and Revocation of Creator Privileges
12.1 Platform's Termination Right
The Platform may, immediately and without prior notice, in its sole discretion: (a) suspend your market creation privileges, temporarily or indefinitely; (b) permanently revoke them; (c) restrict, suspend, or permanently terminate your account and all access to the Platform; (d) block any wallet address or on-chain identifier associated with you from the Platform's services; and (e) take any combination of these actions.
12.2 Grounds for Termination
The Platform may exercise these rights upon: any violation of this Agreement, the Terms of Service, or the Acceptable Use and Prohibited Markets Policy; any conduct it determines threatens platform integrity, participant welfare, or its legal or reputational position; any regulatory command, court order, subpoena, or legal process directed at the Platform or at you in connection with your use of the Platform; any determination that your eligibility representations under Section 1 were false or have become untrue; your failure or refusal to cooperate with any investigation; or any other ground at its sole discretion, without requirement of cause or explanation.
12.3 Effect on Existing Markets
(a) Termination of your creator privileges does not void your existing live markets.
(b) On a Members only market, only you retain the on-chain power to report, void, or stop trading. The Platform may decline to relay those actions and may exercise its account-level and contractual remedies, but cannot substitute its own result, void the market, or appoint a replacement resolver (Section 9.3). Your obligations under Section 7 continue after termination for every Members only market you have not yet resolved.
(c) On a platform-resolved market, resolution continues through the UM Kernel under the Market Rules, and the Platform's measures in Section 9.2 remain available.
(d) Settled markets remain settled and irreversible (Terms of Service §2.6(d)).
12.4 Effect on Proceeds
Upon termination: all undistributed Creator Proceeds may be permanently withheld; Creator Proceeds already distributed on-chain remain subject to clawback-as-debt under Section 10.4; and you have no claim against the Platform for any withheld, forfeited, or clawed-back proceeds, lost revenue, lost opportunity, or any other amount arising from the termination.
12.5 Survival of Obligations
The following survive the termination of your creator privileges and the closure of your account: all indemnification obligations (Sections 11 and 17); all clawback and debt obligations (Section 10); all cooperation obligations, including with any ongoing or future investigation; all representations and warranties under Section 1, as they relate to the period you held creator privileges; your consents and waivers under Section 11.5; and the dispute-resolution, arbitration, class-action waiver, and limitation-of-liability provisions of the Terms of Service (§6).
12.6 No Right to Re-Register
A creator whose privileges are revoked has no right to create a new account, register a new wallet, or otherwise re-access the Platform to create markets. Any attempt to do so is circumvention under the Terms of Service (§4.4) and an independent material breach, entitling the Platform to every remedy in the Terms of Service (§4.6), including forfeiture of any funds, positions, or rewards acquired through the circumventing account.
13. General Provisions
13.1 Governing Law and Dispute Resolution
(a) This Agreement, and any dispute arising out of or relating to it, is governed by the laws of Costa Rica, without regard to its conflict-of-laws principles (Terms of Service §6.5).
(b) Disputes are subject to mandatory binding individual arbitration administered by the International Chamber of Commerce (ICC), seated in San José, Costa Rica, conducted in English, in accordance with the Terms of Service (§6.6).
(c) The class-action and collective-action waiver in the Terms of Service (§6.7) applies in full to disputes under this Agreement.
13.2 Relationship to Other Agreements
(a) This Agreement supplements, and does not replace, the Terms of Service. In the event of conflict between this Agreement and the Terms of Service, the Terms of Service control.
(b) This Agreement, together with the Terms of Service and the policies incorporated into them, is the entire agreement between you and the Platform regarding your role as a market creator, and replaces the former Market Creator Policy for markets created on or after the effective date of this version.
13.3 Amendments
The Platform may amend this Agreement by publishing a new version. Changes to economic terms apply only to markets created after the amendment takes effect. Superseded versions are archived at /legal/creator-agreement/versions.
13.4 Severability
If any provision of this Agreement is held unenforceable by a court or arbitral tribunal of competent jurisdiction, it shall be enforced to the maximum extent permissible, and the remaining provisions remain in full force and effect.
13.5 Maximum Extent of Law
All limitations, exclusions, reservations of discretion, waivers, and disclaimers in this Agreement apply to the maximum extent permitted by applicable law. Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited under applicable law.
SCHEDULE A — MEMBERS ONLY MARKETS / PURE CREATOR DISCRETION
This Schedule A forms part of this Agreement and applies only to Members only markets: the markets you create as Members only in a Town, which are always resolved by you. It supplements, and does not replace, Parts 1 to 4 of this Agreement and the Terms of Service. In the event of conflict, the Terms of Service control (Terms of Service §7.1).
14. The Creator-As-Truth Standard
14.1 Your Determination Is the Settlement Outcome
(a) For a Members only market, your resolution is, by definition, the settlement outcome. The outcome you select is not a report of an external fact, an estimate of a real-world result, or a finding that can be measured against any benchmark; it is the resolution event itself (Terms of Service §2.2(d)).
(b) A Members only market bypasses the UM Kernel and every Designated Source. No data source, attestation, rule evaluation, or automated process stands between your determination and settlement. Your signed report, submitted to the Protocol Contracts, is the sole and complete input to settlement, and it is final when made: there is no challenge window and no hold.
(c) Only you can report the result of, void, or stop trading on a Members only market. The Platform cannot do any of these things or change your result (Section 9.3).
14.2 Objective Reality Does Not Furnish a Standard of Correctness
(a) As between you, the participants, and the Platform, a Members only market resolution is not susceptible to being "correct" or "incorrect" by reference to objective reality, external facts, the underlying event, or any source outside your own determination.
(b) Accordingly, and to the maximum extent permitted by applicable law:
(i) no divergence between your resolution and any real-world fact, event, data source, news report, official record, or participant expectation gives rise to any claim, defense, or right against the Platform or, subject to Section 16.3, against you;
(ii) the concepts of "error," "mistake," "inaccuracy," and "wrong result" do not apply to a Members only market resolution as between you and any participant; and
(iii) the resolution criteria displayed on a Members only market describe the question you will exercise your discretion upon; they are not a rule that binds the outcome or a standard against which your determination may be second-guessed.
(c) Relationship to the Platform's conduct standards. This Section 14 governs the standard of correctness applicable to settlement and the rights of participants. It does not narrow, and is subject to, the Platform's right under Section 16.3 and Part 3 to sanction fraud, manipulation, or bad faith as a contractual matter owed to the Platform alone. The absence of a correctness standard as against participants is not a license to defraud the Platform.
15. Finality and Waiver of Claims for "Incorrect" Resolutions
15.1 Structural Finality
(a) Once your report is submitted to the Protocol Contracts and the market settles, the outcome is final, binding, irreversible, non-appealable, and conclusive as to you, every participant, and the Platform.
(b) This finality is structural (Terms of Service §2.6(d)). Every resolution function rejects a second call, no function exists for anyone to re-resolve, correct, reverse, re-settle, or reallocate a settled Members only market, and the resolver is fixed in the market's contract at creation (Terms of Service §§2.1, 3.4(c)).
15.2 Participants' Waiver (Cross-Reference)
(a) Participants' assumption of risk and waiver of claims in a Members only market (including their waiver of any right to contest a resolution as erroneous, biased, self-interested, in bad faith, or contrary to the real-world outcome) is set out in the Buyer Disclaimer (§§1–2), which each participant accepts as a condition of participation.
(b) Participants take positions in your Members only market in reliance on you, and not on the Platform (Terms of Service §2.2(d); Buyer Disclaimer §1.2(b)(iv)), and the participant-facing waiver in the Buyer Disclaimer is a bargained-for condition of your ability to operate a Members only market.
(c) Limits of this Agreement. This Agreement is a contract between you and the Platform and does not, and cannot, itself waive any claim a participant may have against you. Any waiver of participant claims against you arises solely under the Buyer Disclaimer.
15.3 Your Own Waiver Against the Platform
You irrevocably waive and release the Platform and the Indemnified Parties from all claims arising out of or relating to: (a) the settlement of any Members only market in accordance with your determination; (b) any dissatisfaction, dispute, complaint, or claim asserted by any participant regarding your resolution; (c) the Platform's exercise, non-exercise, or timing of any power under Section 16, Part 3, or the Terms of Service; and (d) any loss of Creator Proceeds, revenue, standing, or reputation attributable to any of them.
16. No Platform Review, Audit, or Accuracy Override
16.1 No Duty to Review; No Override
(a) In respect of Members only markets, the Platform provides matching and settlement technology only. To the maximum extent permitted by applicable law, the Platform:
(i) does not review, audit, verify, supervise, validate, or endorse the substance of any Members only market resolution, and owes no duty to you, any participant, or any third party to do so;
(ii) does not adjudicate, arbitrate, or mediate disputes between you and participants, or among participants, regarding a resolution;
(iii) cannot overturn, reverse, correct, re-settle, void, or override a Members only market or its resolution, on any ground; and
(iv) has no market-level intervention power over a Members only market: it cannot pause it, stop trading on it, void it, or resolve it.
(b) There is no challenge window, bonded challenge, arbiter, appeal, or review process for a Members only market. A platform-resolved market has a bonded challenge window; a Members only market does not, and you are its sole and final Resolver (Terms of Service §2.6(a)–(b); Buyer Disclaimer §1.1(c)).
(c) No act of the Platform (including providing the technology, listing a Members only market, or declining to act in respect of one) is a representation, warranty, endorsement, or assumption of responsibility that any resolution is accurate, fair, or made in good faith.
16.2 No Participant Right to Demand Review
No participant has, and you shall not represent to any participant that they have, any right to require the Platform to review, audit, investigate, reverse, or override a Members only market resolution. The absence of a review process is a disclosed, accepted, and bargained-for feature of Members only markets.
16.3 Platform's Reserved Right to Sanction Integrity Abuse
(a) Reservation. Notwithstanding Sections 14 and 16.1, and separately from settlement, the Platform reserves the right, never a duty, exercisable in its sole discretion and owed to no participant or third party, to investigate and to sanction you where it determines that you have engaged in fraud, manipulation of the underlying event or its reporting, undisclosed Controlled-Wallet positions, collusion, or other conduct prohibited by Sections 7 and 8 or the Terms of Service (§§3.2–3.4, 3.7–3.9).
(b) This is not an accuracy review. The right reserved here: (i) is not a review of whether a resolution was "correct," and creates no exception to Section 14 or Section 16.1; (ii) is directed at your conduct and does not touch the settled outcome, which remains final under Section 15.1; (iii) creates no duty or right of action running to any participant or third party; and (iv) is exercised, if at all, only through the sanctions in Section 10 (withholding, forfeiture, clawback-as-debt, set-off, and access revocation), none of which alters settlement.
(c) A decision not to exercise this right in any instance is not a waiver, creates no precedent, and does not constitute approval of your conduct.
17. Indemnification and Fee-Shifting for Members Only Markets
17.1 Indemnification Obligation
In addition to, and without limiting, Section 11, you agree to fully indemnify, defend, and hold harmless the Indemnified Parties against all claims, losses, liabilities, damages, judgments, settlements, fines, penalties, sanctions, taxes, costs, and expenses arising out of or relating to any Members only market you create or resolve, including any arising from: (a) your resolution, void, or stopping of trading, or your failure or delay in reporting; (b) any allegation that your resolution was inaccurate, erroneous, biased, self-interested, dishonest, in bad faith, or contrary to the real-world outcome, regardless of whether it is substantiated; (c) any dispute between you and any participant, or among participants, concerning a Members only market; (d) the invitation, admission, or exclusion of participants from a Town you administer, and your conduct in operating that Town or your Members only markets; and (e) any regulatory inquiry, enforcement action, fine, penalty, or third-party claim arising from a Members only market you created or resolved.
17.2 First-Party Fee-Shifting
(a) Costs of enforcing this Agreement against you. You agree to pay, on demand, all legal fees, attorneys' fees, expert fees, arbitration fees, court costs, investigation costs, and other costs that any Indemnified Party incurs in: (i) enforcing, or seeking to enforce, any provision of this Agreement or the Terms of Service against you; (ii) exercising, defending, or establishing any withholding, forfeiture, clawback, set-off, or debt-recovery right against you (Section 10; Terms of Service §3.9(f)); and (iii) responding to any claim or proceeding that you bring against any Indemnified Party arising out of or relating to a Members only market, in which the Indemnified Party is not finally held liable.
(b) First-party scope. These obligations, and those in Section 11, require you to pay the Indemnified Parties' own legal fees, costs, and expenses, not merely damages or amounts payable to third parties, whether the matter is brought by a third party, a participant, a regulator, or you, and whether or not any third-party liability is established.
(c) Recovery. Amounts due under this Section are a debt immediately due and payable, recoverable by set-off and by legal or arbitral action, with interest at the maximum rate permitted by applicable law from the date the cost was incurred (Section 10.4).
(d) Control of defense. Section 11.4 applies in full to any matter under this Section.
17.3 Survival
These obligations survive the settlement or void of any Members only market, the revocation of your creator privileges, the termination of your account, and the termination of this Agreement (Section 11.3).
18. Acknowledgment
You acknowledge that you have read and understood this Schedule A; that a Members only market confers on you sole and unreviewable authority over its settlement, which the Platform cannot override, void, pause, or stop; that the Platform assumes no responsibility for and exercises no accuracy review over your resolutions; and that in exchange you accept the indemnification, fee-shifting, and conduct obligations in this Schedule, Parts 1 to 4 of this Agreement, and the Terms of Service.
Cross-references: Terms of Service §§2.1, 2.2(d), 2.6, 3.2–3.11, 4.1–4.7, 6, 7.1, 7.2. Fee Schedule §§4–10. Market Rules and Resolution Policy §§2, 3, 7, 8, 9. Creator-resolved Markets: Buyer Disclaimer §§1–2, 4. Acceptable Use and Prohibited Markets Policy. Rewards Terms §2.
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